The sexy Sports Illustrated covergirl stripped down to a one-piece bathing suit at the popular tourist attraction for a feature with men’s magazine GQ, but when the crew opted to take a short break and hop on a thrilling fairground ride, Upton suffered a wardrobe malfunction when her barely-there outfit snapped.

The 19 year old reveals security bosses were far from thrilled about her flesh flash and promptly asked her and the photo crew to leave.

Recalling the incident, she says, “We were on that ride where the seat spins while the actual ride is spinning, and I’m wearing a one-piece. And all of a sudden the whole entire top falls off!

“I’m holding myself, laughing, turning bright red, but a lot of people are watching, so they kicked us out of the Santa Monica pier – it was so embarrassing. You wouldn’t think that would happen with a one-piece!”